UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 1, 2025, pursuant to (i) the previously announced Asset Purchase Agreement (the “U.S. Purchase Agreement”), dated December 12, 2024, by and among 3D Systems Corporation (the “Company”), 3D Systems, Inc., a wholly-owned subsidiary of the Company (“3D US”), and Hexagon Manufacturing Intelligence, Inc. (the “U.S. Buyer”) and (ii) the previously announced Business Transfer Agreement (the “Korean Purchase Agreement,” together with the U.S. Purchase Agreement, the “Purchase Agreements”), dated December 12, 2024, by and between 3D Systems Korea, Inc., a wholly-owned subsidiary of the Company (“3D Korea,” together with the Company and 3D US, the “Sellers”), and Hexagon Metrology Korea LLC (the “Korean Buyer,” together with the U.S. Buyer, the “Buyers”), the Sellers completed the sale to the Buyers of substantially all of the assets related to the Geomagic brand name for an aggregate purchase price of $123.0 million, subject to certain customary adjustments which reduced the cash proceeds to the Sellers at closing by approximately $3.6 million (the “Transaction”).
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the U.S. Purchase Agreement, a copy of which was previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated December 12, 2024 (the “Form 8-K”), and is incorporated in this Item 2.01 by reference, and the Korean Purchase Agreement, a copy of which was previously filed with the SEC as Exhibit 2.2 to the Form 8-K and is incorporated in this Item 2.01 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated in this Item 7.01 by reference.
The information in this Item 7.01 (and in Exhibit 99.2) shall not be deemed “filed” with the SEC for purposes of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information
The following unaudited pro forma condensed consolidated financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024. |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2024. |
(d) Exhibits
| 99.1 | Unaudited pro forma condensed consolidated financial statements of 3D Systems Corporation. | |
| 99.2 | Press Release issued on April 1, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 3D SYSTEMS CORPORATION | ||||||
| Date: April 7, 2025 | By: | /s/ Jeffrey D. Creech | ||||
| Jeffrey D. Creech | ||||||
| Executive Vice President and Chief Financial Officer | ||||||